Common use of Exchange of Stock Certificates Clause in Contracts

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix ALZA shall enter into an agreement with a bank or trust company selected by GigOptix ALZA and reasonably acceptable to Endwave SEQUUS to act as the exchange agent for the Merger (the “"Exchange Agent”"). (b) At or prior to the Effective Time, GigOptix ALZA shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave SEQUUS Common Stock, for exchange pursuant to this Section 2.04 2.3, (i) certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix ALZA Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave SEQUUS Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix ALZA shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave SEQUUS Certificates shall pass, only upon proper delivery of the Endwave SEQUUS Certificates to the Exchange Agent) and instructions for surrender of the Endwave SEQUUS Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a SEQUUS Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix ALZA Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave SEQUUS Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix ALZA Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave SEQUUS Certificate unless (i) the Endwave SEQUUS Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.3, from and after the Effective Time, each Endwave SEQUUS Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix ALZA Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f2.1(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock . For purposes of this Agreement, "SEQUUS Certificate" means a certificate which immediately prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to Promptly after the Effective Time, GigOptix Buyer shall enter into an agreement with a bank or trust company selected by GigOptix Buyer and reasonably acceptable to Endwave the Company to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to Promptly after the Effective Time, GigOptix Buyer shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave the Company Common Stock, for exchange pursuant to this Section 2.04 3.3, (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Buyer Common Stock issuable pursuant to Section 2.01 3.1 to be exchanged for outstanding shares of Endwave the Company Common Stock, (ii) cash in amount of the Maximum Cash Consideration, if any, and (iiiii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f3.1(g). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Buyer shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form and reasonably acceptable to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Company Certificates shall pass, only upon proper delivery of the Endwave Company Certificates to the Exchange Agent) and instructions for surrender of the Endwave Company Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Company Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefore: (i) certificates evidencing that number of shares of GigOptix Buyer Common Stock issuable to such Holder in accordance with this Article II; III, (ii) cash, if any, payable to the Holder in accordance with Article III, (iii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d3.3(d); , and (iiivi) cash in respect of fractional shares as provided in Section 2.01(f3.1(g), and such Endwave Company Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Buyer Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Company Certificate unless (i) the Endwave Company Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation Buyer that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.043.3, from and after the Effective Time, each Endwave Company Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Buyer Common Stock as determined in accordance with this Article II III, cash in the amount of the Per Share Cash Portion in accordance with Article III, if any, and cash in lieu of fractional shares as provided in Section 2.01(f3.1(g). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Buyer Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Company Certificates until such Holders surrender their Endwave Company Certificates. Upon the surrender of such Endwave Company Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave the Company Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither none of the Exchange Agent, GigOptixBuyer, the Surviving Corporation nor any party hereto Merger Sub or Company shall be liable to any Holder holder of shares of Company Common Stock for shares of GigOptix Buyer Common Stock Stock, the Per Share Cash Portion payable in accordance with Article III or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to The identity and address of the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange stock transfer agent for the Merger (the “Exchange Agent”)) will be disclosed at a reasonable time after the Closing Date. (b) At or prior NCC will, promptly after the Closing Date, issue and deliver to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent the share certificates representing shares of NCC’s Common Stock (each a “New Certificate”). (c) The Exchange Agent, upon receiving the items specified in trust subsection (b) hereof, shall promptly mail to each holder of one or more certificates formerly representing HSI Common Stock a notice notifying such holder to surrender his, her or its certificate or certificates to the Exchange Agent for exchange. Such notice shall be mailed to holders by regular mail at their addresses on the benefit records of the Holders HSI. (d) Upon receipt from a former shareholder of Endwave HSI of certificates representing shares of HSI’s Common Stock, for exchange pursuant the Exchange Agent shall forward to this Section 2.04 such former shareholder of HSI (i) certificates (ora New Certificate representing his, at the Holder’s request, direct registration) evidencing the her or its shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Public Company Common Stock, and (ii) cash in an aggregate amount sufficient dividends, if any, declared thereon subsequent to make the payments in lieu of fractional shares provided for in Section 2.01(fEffective Date (without interest). (ce) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause If any New Certificate is to be mailed to each Holder issued in a letter of transmittal name other than that in customary form which the certificate formerly representing HSI’s Common Stock (which shall specify that delivery an “Old Certificate”) and surrendered for exchange was issued, the Old Certificate so surrendered shall be effected, properly endorsed and risk of loss otherwise in proper form for transfer and title to the Endwave Certificates person requesting such exchange shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender pay to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax taxes required by reason of such the issuance of the New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or (B) establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until payable. (f) In the event that any Old Certificates have not been surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined exchange in accordance with this Article II Agreement on or before the second anniversary of the Closing Date, NCC may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of the shares of HSI’s Common Stock which such holders are entitled to receive under this Section (the “Unclaimed Shares”). Any such sale may be made by public or private sale or in such manner and cash in lieu at such times as NCC shall determine. NCC shall not be obligated to make any sale of fractional Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates, whose unclaimed shares as provided in Section 2.01(f)have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by NCC for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by NCC. (dg) No dividend If any Old Certificates are not surrendered prior to the date on which such certificates would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other distribution applicable law, become the property of NCC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders interest of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid any person previously entitled to such Holders, promptly after such surrender, claims. Notwithstanding the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreementforegoing, neither the Exchange Agent, GigOptix, the Surviving Corporation NCC nor its agents or any party hereto other person shall be liable to any Holder for shares former holder of GigOptix HSI’s Common Stock or cash in lieu of fractional shares for any property delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. (h) All cash and shares of NCC issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of HSI’s Common Stock and there shall be no further registration of transfers on the records of NCC of shares of HSI’s Common Stock that were outstanding immediately prior to the Closing Date. If, after the Closing Date, Old Certificates are presented to NCC for any reason, they shall be canceled and exchanged as provided in this Section. (i) In the event that any Old Certificates shall have been lost, stolen or destroyed, NCC shall issue in exchange for such lost, stolen or destroyed Old Certificates, upon the making of an affidavit of that fact by the holder thereof, the cash and/or certificates representing the shares of NCC’s Common Stock that the shares of HSI were converted into and any dividends or distributions payable pursuant thereto; provided, however, that, as a condition precedent to the issuance of such cash and certificates representing shares of HSI’s Common Stock and other distributions, the owner of such lost, stolen or destroyed Old Certificates shall indemnify NCC against any claim that may be made against NCC with respect to the Old Certificates alleged to have been lost, stolen or destroyed.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix Identix shall enter into an agreement with a bank or trust company selected by GigOptix Identix and reasonably acceptable to Endwave Visionics to act as the exchange agent for the Merger (the “Exchange Agent”"EXCHANGE AGENT"). (b) At or prior to the Effective Time, GigOptix Identix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Visionics Common Stock, for exchange pursuant to this Section 2.04 2.3 (i) certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix Identix Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave Visionics Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Identix shall mail or shall cause to be mailed to each Holder (as defined below) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Visionics Certificates shall pass, only upon proper delivery of the Endwave Visionics Certificates to the Exchange Agent) and instructions for surrender of the Endwave Visionics Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Visionics Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix Identix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave Visionics Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Identix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Visionics Certificate unless (i) the Endwave Visionics Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.3, from and after the Effective Time, each Endwave Visionics Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Identix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f2.1(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock . For purposes of this Agreement, "VISIONICS CERTIFICATE" means a certificate which immediately prior to the Effective Time. No dividend Time represented shares of Visionics Common Stock, and "HOLDER" means a person who holds one or other distribution declared with respect to GigOptix Common Stock with a record date after more Visionics Certificates as of the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeTime. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix Thoratec shall enter into an agreement with a bank or trust company selected by GigOptix Thoratec and reasonably acceptable to Endwave TCA to act as the exchange agent for the Merger (the “"Exchange Agent”"). (b) At or prior to the Effective Time, GigOptix Thoratec shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave TCA Common Stock, for exchange pursuant to this Section 2.04 2.3: (i) certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix Thoratec Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave TCA Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five Within three business days) days after the Effective Timetransfer agent for the TCA Common Stock delivers, GigOptix to the Exchange Agent, the required information about the record holders of TCA Common Stock as of the record time for determining the stockholders of TCA who will receive the merger consideration, Thoratec shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave TCA Certificates shall pass, only upon proper delivery of the Endwave TCA Certificates to the Exchange Agent) and instructions for surrender of the Endwave TCA Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a TCA Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix Thoratec Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); 2.3(d) and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave TCA Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.of

Exchange of Stock Certificates. Certificates (or evidence of shares in book entry form) for shares of Company Common Stock shall be exchanged for the Merger Consideration in accordance with the following procedures: (a) At or prior Prior to the Effective TimeClosing, GigOptix Parent shall enter into appoint an agreement with a bank or trust company selected by GigOptix and agent reasonably acceptable to Endwave the Company to act as the exchange agent for the Merger under this Agreement (the “Exchange Agent”) and who shall serve pursuant to an agreement between Parent, Holdco and the Exchange Agent, the terms of and conditions of which are reasonably satisfactory to the Company (the “Exchange Agent Agreement”). (b) At or . Immediately prior to the Effective TimeClosing, GigOptix Parent shall, or shall supply or cause Holdco to, deliver to be supplied to or for the account of the Exchange Agent Agent, in trust for the benefit of the Holders holders of Endwave Company Common Stock, for exchange pursuant Stock an amount in cash equal to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing Cash Consideration multiplied by the number of shares of GigOptix Company Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) converted in the Merger plus any cash in an aggregate amount sufficient to make the payments due in lieu of fractional shares provided for in pursuant to Section 2.01(f4.1(b). (cb) Promptly (and in no event more than five business days) As promptly as practicable after the Effective Time, GigOptix shall mail or but in no event later than five (5) Business Days following the Effective Time, Parent shall cause the Exchange Agent to be mailed mail to each Holder holder of record of Company Common Stock a form of letter of transmittal in customary form (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates certificates shall pass, only upon proper delivery of the Endwave Certificates certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify, subject to the Company’s reasonable approval, together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a certificate, the surrender of such certificate for cancellation to the Exchange Agent, or (ii) and instructions for surrender in the case of shares of Company Common Stock held in book-entry form, the Endwave Certificates. Upon surrender to receipt of an “agent’s message” by the Exchange Agent of an Endwave Certificate (if any)Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executedother documents as may reasonably be required by the Exchange Agent, the Holder holder of such shares shall be entitled to receive in exchange therefor (no later than five business days after and the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): Agent shall deliver) (iA) certificates evidencing that (or electronic equivalents) representing the number of Parent Ordinary Shares into which such shares of Company Common Stock shall have been converted in the Merger, and (B) a bank check for an amount equal to the Cash Consideration multiplied by the number of shares of GigOptix Company Common Stock issuable to such Holder be converted plus any cash due in accordance with this Article II; lieu of fractional shares pursuant to Section 4.1(b). (iic) any No dividends or other distributions that with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any certificates (or electronic equivalents) for Company Common Stock not surrendered until such Holder has certificates (or electronic equivalents) for Company Common Stock are surrendered or transferred, as the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares case may be, as provided in this Section 2.01(f)4.2 Subject to the effect of applicable Laws, and following such Endwave Certificate so surrendered surrender or transfer, there shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued paid, without interest, to a the Person who is not in whose name the registered owner of a surrendered Endwave Certificate unless Parent Ordinary Shares have been registered, (i) the Endwave Certificate amount of all dividends or other distributions, if any, with a record date on or after the Effective Time and previously paid or payable on the date of such surrender with respect to such surrendered securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities. (d) In no event shall the holder of any surrendered certificates (or evidence of shares in book entry form) be entitled to receive interest on any of the Cash Consideration to be received in the Merger. (e) If any certificate (or electronic equivalents) for such Parent Ordinary Shares or check for the Cash Consideration is to be issued in the name of a Person other than the Person in whose name the certificates (or electronic equivalents) surrendered for exchange therefor are registered, it shall be a condition of the exchange that the certificates (or electronic equivalents) so surrendered has been properly shall be endorsed or shall otherwise is be in proper form for transfer, and (ii) that the Person requesting such Person exchange shall either (A) pay to the Exchange Agent any transfer or other tax taxes required by reason of issuance of such issuance check to a Person other than the registered holder of the certificates (or (Belectronic equivalents) surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance . (f) If, for any reason (including losses), the Exchange Agent shall not have sufficient funds or Parent Ordinary Shares to pay the amounts to which holders of Company Common Stock are entitled under this Article IV, Parent and the Surviving Entity shall take all steps necessary to promptly deposit with the provisions Exchange Agent additional cash and Parent Ordinary Shares sufficient to make all payments required under this Article IV. Any funds deposited with the Exchange Agent (including any interest received with respect thereto) that remains undistributed to the holders of this Section 2.04, from and Company Common Stock for twelve (12) months after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) Time shall be deemed delivered to representParent, for all purposes other than payment upon demand, and any holder of dividends, the right to receive a certificate representing the number of full shares of GigOptix Company Common Stock as determined in accordance who has not theretofore complied with this Article II IV shall thereafter look only to Parent and the Surviving Entity for payment of its claim for Merger Consideration, any cash in lieu of fractional shares as provided and any dividends and distributions to which such holder is entitled pursuant to this Article IV, in Section 2.01(f)each case without any interest thereon. (dg) No dividend If any certificate shall have been lost, stolen or other distribution shall destroyed, then, upon the making of an affidavit of that fact by the Person claiming such certificate to be paid lost, stolen or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificatesdestroyed and, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither if required by the Exchange Agent, GigOptixthe posting by such Person of a bond, in such amount as Parent or the Exchange Agent may reasonably direct, as indemnity against any claim that may be made against it with respect to such certificate, Parent shall direct the Exchange Agent to issue, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such certificate, as contemplated by this Article IV. (h) None of the Company, Parent, Holdco, Merger Sub, the Surviving Corporation nor any party hereto Entity or the Exchange Agent shall be liable to any Holder for shares Person in respect of GigOptix Common Stock any Parent Ordinary Shares (or dividends or distributions with respect thereto) or cash deposited with the Exchange Agent, in lieu of fractional shares each case, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Any Merger Consideration, any cash in lieu of fractional Parent Ordinary Shares and any dividends or distributions remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Entity free and clear of any claims or interests of any Person previously entitled thereto. (i) The Exchange Agent shall invest any of the funds deposited with the Exchange Agent as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investment shall become a part of the exchange fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to Parent. No investment of the funds shall relieve Parent, the Surviving Entity or the Exchange Agent from making the payments required by this Article IV, and following any net losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the applicable holders of any shares of Company Common Stock immediately prior to the Effective Time in the amount of such net losses, which additional funds shall be deemed to be part of the funds. No investment of the funds shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. (j) Except for the right to surrender of the certificate(s) (or evidence of shares in book entry form) representing the Company Common Stock in exchange for the right to receive the Merger Consideration with respect to each share of Company Common Stock and any cash in lieu of fractional Parent Ordinary Shares, all shares of Company Common Stock shall no longer be outstanding and automatically shall be cancelled and shall cease to exist at the Effective Time and each holder of Company Common Stock shall cease to have any rights as a stockholder of the Company, and no transfer of Company Common Stock shall thereafter be made on the stock transfer books of the Surviving Corporation.

Exchange of Stock Certificates. Certificates (or evidence of shares in book entry form) for shares of Company Common Stock shall be exchanged for certificates (or evidence of shares in book entry form) evidencing the Parent Stock Consideration and for the Cash Consideration in accordance with the following procedures: (a) At or prior Prior to the Effective Time, GigOptix Parent shall enter into appoint an agreement with a bank or trust company selected by GigOptix and agent reasonably acceptable to Endwave the Company to act as the exchange agent for the Merger under this Agreement (the “Exchange Agent”) and who shall serve pursuant to an agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”). (b) At or prior . Prior to the Effective Time, GigOptix Parent shall supply or cause deliver to be supplied to or for the account of the Exchange Agent Agent, in trust for the benefit of the Holders holders of Endwave Company Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (oror evidence of shares in book entry form) representing, at as nearly as practicable, the Holder’s request, direct registration) evidencing the number of shares of GigOptix Parent Common Stock issuable pursuant to Section 2.01 into which all shares of Company Common Stock are to be exchanged for outstanding shares of Endwave Common Stock, converted in the Merger and (ii) an amount in cash equal to the Cash Consideration multiplied by the number of shares of Company Common Stock to be converted in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f)Merger. (cb) Promptly (and in no event more than five business days) As promptly as practicable after the Effective Time, GigOptix shall mail or but in no event later than five (5) Business Days following the Effective Time, Parent shall cause the Exchange Agent to be mailed mail to each Holder holder of record of Company Common Stock a form of letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates certificates shall pass, only upon proper delivery of the Endwave Certificates certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify, subject to the Company’s reasonable approval), together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a certificate, the surrender of such certificate for cancellation to the Exchange Agent, or (ii) and instructions for surrender in the case of shares of Company Common Stock held in book-entry form, the Endwave Certificates. Upon surrender to receipt of an “agent’s message” by the Exchange Agent of an Endwave Certificate (if any)Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executedother documents as may reasonably be required by the Exchange Agent, the Holder holder of such shares shall be entitled to receive in exchange therefor (no later than five business days after and the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): Agent shall deliver) (iA) certificates evidencing that (or electronic equivalents) representing the number of shares of GigOptix Parent Common Stock issuable into which such shares of Company Common Stock shall have been converted in the Merger, and (B) a bank check for an amount equal to such Holder the Cash Consideration multiplied by the number of shares of Company Common Stock to be converted plus any cash due in accordance with this Article II; lieu of fractional shares pursuant to Section 4.1(b). (iic) any No dividends or other distributions that with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares in accordance with the procedure described in Section 4.2(b), shall be paid to the holder of any certificates (or electronic equivalents) for Company Common Stock not surrendered until such Holder certificates (or electronic equivalents) for Company Common Stock are surrendered or transferred, as the case may be, as provided in this Section 4.2. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the Parent Common Stock has been registered, (i) at the right time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to receive which such Person is entitled pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f4.2(b), and the amount of all dividends or other distributions with a record date after the date hereof and on or prior to the Effective Time previously paid or payable on the date of such Endwave Certificate surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities. With respect to clause (ii), such dividends and distributions shall be in addition to the Parent Dividend Consideration included as part of the Merger Consideration. (d) In no event shall the holder of any surrendered certificates (or evidence of shares in book entry form) be entitled to receive interest on any of the Cash Consideration to be received in the Merger. (e) If any certificate (or electronic equivalents) for such Parent Common Stock or check for the Cash Consideration is to be issued in the name of a Person other than the Person in whose name the certificates (or electronic equivalents) surrendered for exchange therefor are registered, it shall be a condition of the exchange that the certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or shall otherwise is be in proper form for transfer, and (ii) that the Person requesting such Person exchange shall either (A) pay to the Exchange Agent any transfer or other tax taxes required by reason of issuance of such issuance check to a Person other than the registered holder of the certificates (or (Belectronic equivalents) surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance . (f) If for any reason (including losses) the Exchange Agent shall not have sufficient funds or Parent Common Stock to pay the amounts to which holders of Company Common Stock are entitled under this Article IV, Parent and the Surviving Corporation shall take all steps necessary to promptly deposit with the provisions Exchange Agent additional cash and shares of Parent Common Stock sufficient to make all payments required under this Section 2.04, from and Article IV. Any funds deposited with the Exchange Agent (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for twelve (12) months after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) Time shall be deemed delivered to representParent, for all purposes other than payment upon demand, and any holder of dividends, the right to receive a certificate representing the number of full shares of GigOptix Company Common Stock as determined in accordance who has not theretofore complied with this Article II IV shall thereafter look only to Parent and Surviving Corporation for payment of its claim for Merger Consideration, any cash in lieu of fractional shares as provided and any dividends and distributions to which such holder is entitled pursuant to this Article IV, in Section 2.01(f)each case without any interest thereon. (dg) No dividend If any certificate shall have been lost, stolen or other distribution shall destroyed, then, upon the making of an affidavit of that fact by the Person claiming such certificate to be paid lost, stolen or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificatesdestroyed and, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither if required by the Exchange Agent, GigOptixthe posting by such Person of a bond, in such amount as Parent or the Exchange Agent may reasonably direct, as indemnity against any claim that may be made against it with respect to such certificate, Parent shall direct the Exchange Agent to issue, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such certificate, as contemplated by this Article IV. (h) None of the Company, Parent, Merger Sub, the Surviving Corporation nor any party hereto or the Exchange Agent shall be liable to any Holder for Person in respect of any shares of GigOptix Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund, in lieu of fractional shares each case, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Any Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interests of any Person previously entitled thereto. (i) The Exchange Agent shall invest any of the funds deposited with the Exchange Agent as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent. (j) Except for the right to surrender of the certificate(s) (or evidence of shares in book entry form) representing the Company Common Stock in exchange for the right to receive the Merger Consideration with respect to each share of Company Common Stock and any cash in lieu of fractional shares of Parent Common Stock, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Effective Time and each holder of Company Common Stock shall cease to have any rights as a stockholder of the Company, and no transfer of Company Common Stock shall thereafter be made on the stock transfer books of the Surviving Corporation.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from On and after the Effective Time, each Endwave Certificate (except an Endwave Certificate holder of a certificate or certificates theretofore representing Dissenting Shares) outstanding Synergy Common Stock shall be deemed to represententitled, upon the surrender of such certificate or certificates at the office or the agency of the Surviving Corporation designated for all purposes other than payment of dividendssuch purpose, the right to receive in exchange therefor a certificate or certificates representing the number of full shares of GigOptix AOG Common Stock as determined in accordance with this Article II and cash in lieu which the shares of fractional shares Synergy Common Stock shall have been converted as provided in Section 2.01(f5 hereof. After the Effective Time, outstanding certificates evidencing shares of Synergy Common Stock, until so surrendered, shall have only the rights described in Section 5(a), above. (b) If a certificate for any share or shares of stock of the Surviving Corporation is to be issued in a name other than that in which the certificate for shares surrendered for exchange shall be registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed for transfer. (c) The registered owner on the books and records of Synergy of any such outstanding stock certificate for Synergy Common Stock shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to AOG or its transfer agent, be entitled to exercise any voting and other rights with respect to, and to receive any dividend and or other distributions upon, the shares of AOG Common Stock evidenced by such outstanding certificate as above provided. (d) No dividend or All Equity Interest Holders other distribution than directors, officers and "affiliates" [as such term is defined in the Securities Act of 1933, as amended (the "Securities Act)] of AOG and persons holding in excess of ten percent (10%) of the outstanding shares of AOG Common Stock after giving effect to the issuance of AOG Common Stock as provided herein, shall be paid entitled to sell, transfer, convey or declared with respect to GigOptix assign their shares of AOG Common Stock prior without restriction and shall receive certificates without any restrictive legend. All directors, officers and "affiliates" of AOG and persons holding in excess of ten percent (10%) of the outstanding shares of AOG Common Stock after giving effect to the Effective Time. No dividend or other distribution declared with respect to GigOptix issuance of AOG Common Stock with a record date after as provided herein shall receive "restricted securities" as such term is defined under the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeSecurities Act. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to The purchasers of Tikvah Common Stock in the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent Offering will automatically receive stock certificates for the Merger (shares of Parent Common Stock which are issued as merger consideration for their shares of Tikvah Common Stock as required by Section 1.6 and as contemplated by the “Exchange Agent”)purchase agreements executed in connection with the Offering. (b) At or Holders of Tikvah Common Stock issued prior to the Effective Time, GigOptix shall supply Offering will receive a letter of transmittal directing them to send their certificates to Parent or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, its transfer agent for exchange pursuant to as set forth in this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f1.12(b). (c) Promptly (Each share of Tikvah Common Stock issued and in no event more than five business days) after outstanding immediately prior to the Effective TimeTime held by stockholders who shall have properly exercised their appraisal rights with respect thereto under Section 262 of the DGCL (such shares, GigOptix collectively, the “Dissenting Shares”) shall mail or shall cause not be converted into the right to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title receive the Tikvah Merger Consideration pursuant to the Endwave Certificates shall passMerger, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder but shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt payment of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason appraised value of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered shares in accordance with the provisions of this Section 2.04262 of the DGCL, from and after except that each Dissenting Share held by a stockholder who shall thereafter withdraw his or her demand for appraisal or shall fail to perfect his or her right to such payment as provided in such Section 262 shall be deemed to be converted, as of the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, into the right to receive the Tikvah Merger Consideration in the form such holder otherwise would have been entitled to receive as a certificate representing result of the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f)Merger. (d) No dividend or Tikvah shall give Parent (i) prompt notice of any written demands for appraisal of any Tikvah Common Stock, withdrawals of such demands, and any other distribution shall be paid or declared instruments that relate to such demands received by Tikvah and (ii) the opportunity to direct all negotiations and proceedings with respect to GigOptix Common Stock demands for appraisal under the DGCL. Tikvah shall not, except with the prior to the Effective Time. No dividend or other distribution declared written consent of Parent, make any payment with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders any demands for appraisal of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Tikvah Common Stock or cash in lieu of fractional shares delivered offer to a public official pursuant to settle or settle any applicable abandoned property, escheat or similar lawsuch demands.

Exchange of Stock Certificates. (a) At On or prior to the Effective TimeClosing Date, GigOptix HRT shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of direct the Exchange Agent to issue the certificates representing the HRT Merger Shares required to effect the exchange referred to in trust for Section 1.4. HRT shall also deposit with the benefit of Exchange Agent the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient required to make the cash payments in lieu of fractional shares provided for referred to in Section 2.01(f1.6(d) below. The HRT Merger Shares into which shares of Company Stock shall be converted in the Merger shall be deemed to have been issued at the Effective Time. (b) From and after the Effective Time, each holder of a Company Certificate, other than Company Dissenting Shares, shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent (together with representations reasonably required by HRT that the party surrendering such shares has good and marketable title to such shares free of all restrictions on transfers (other than those imposed by the Securities Act and applicable blue sky laws), liens, encumbrances and security interests, and claims whatsoever) a certificate or certificates representing the number of whole shares of HRT Common Stock into which such holder's shares of Company Stock were converted pursuant to Section 1.4 and cash in lieu of any fractional shares of such HRT Common Stock pursuant to Section 1.6(d). From and after the Effective Time, HRT shall be entitled to treat the Company Certificates which have not yet been surrendered for exchange as evidencing the ownership of the number of full shares of HRT Common Stock into which the shares of the Company Stock represented by such certificates shall have been converted pursuant to Section 1.4, notwithstanding the failure to surrender such certificates. However, notwithstanding any other provision of this Agreement, until holders or transferees of Company certificates have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any shares represented by such Company Certificates and no payment for fractional shares shall be made. Upon surrender of a Company Certificate, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of HRT Common Stock represented by the certificate issued upon such surrender. If any certificate for shares of HRT Common Stock is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such shares of HRT Common Stock in a name other than that of the registered holder of any such Company Certificate surrendered. (c) Promptly (and in no event more than five business days) As soon as practicable after the Effective Time, GigOptix the Exchange Agent shall mail or shall cause to be mailed to each Holder holder of record of a Company Certificate (i) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates Company Certificate shall pass, only upon proper actual delivery of the Endwave Certificates Company Certificate to the Exchange Agent), (ii) and instructions for use in effecting the surrender of the Endwave CertificatesCompany Certificate in exchange for a certificate representing shares of HRT Common Stock, and (iii) the form of letter to make the required representations as to title of the Company Certificate. Upon surrender of the Company Certificate for cancellation to the Exchange Agent of an Endwave Certificate (if any)Agent, together with such a duly executed letter of transmittal duly executedand such other documents as the Exchange Agent shall require, the Holder holder of such Company Certificate shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing a certificate representing that number of whole shares of GigOptix HRT Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has into which the right to receive pursuant to Section 2.04(d); and (iii) cash in respect shares of fractional shares as provided in Section 2.01(f), and such Endwave Company Stock represented by the Company Certificate so surrendered shall forthwith have been converted pursuant to the provisions of Section 1.4, and the Company Certificate so surrendered shall be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not Notwithstanding the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreementforegoing, neither the Exchange Agent, GigOptix, the Surviving Corporation Agent nor any party hereto shall be liable to any Holder for a holder of shares of GigOptix Company Stock for any shares of HRT Common Stock or cash in lieu of fractional shares dividends or distributions thereon delivered to a public official pursuant to applicable escheat laws. (d) Notwithstanding any applicable abandoned propertyother provision of this Agreement or the Articles of Merger, escheat no certificates or similar lawscrip for fractional shares of HRT Common Stock shall be issued upon the surrender for exchange of any Company Certificate pursuant to this Article I in the Merger and no HRT Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of Company Stock who would otherwise have been entitled to a fraction of a share of HRT Common Stock upon surrender of the Company Certificate for exchange pursuant to this Article I hereof, shall be entitled to receive from the Exchange Agent a cash payment in lieu of such fractional share equal to such fraction multiplied by the Closing Price.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix IBC shall enter into an agreement deposit, or shall cause to be deposited, with a bank or trust company selected by GigOptix State Street Bank & Trust (the "Exchange Agent"), for the benefit of the holders of MSB Common Stock Certificates, for exchange in accordance with this Article 5, IBC Common Stock Certificates and reasonably acceptable cash in lieu of fractional shares of IBC Common Stock (such cash and IBC Common Stock Certificates, together with any dividends and distributions with respect thereto paid after the Effective Time, being hereinafter referred to Endwave to act as the "Conversion Fund") to be issued pursuant to Section 4.1(b) and (c) and paid pursuant to Article 5, Subsection (b), in exchange agent for the Merger (the “Exchange Agent”)outstanding shares of MSB Common Stock. (b) At or prior to As promptly as practicable after the Effective Time but not later than five (5) business days after the Effective Time, GigOptix IBC shall supply or cause to be supplied to or for the account of the Exchange Agent to mail to each holder of record on the Effective Time of any shares of MSB Common Stock a letter of transmittal (in trust a form approved by IBC) containing instructions for the benefit surrender of the Holders of Endwave Common Stock, all certificates for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix IBC Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) any cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after into which the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter shares of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave MSB represented by such MSB Common Stock Certificates shall pass, only upon proper delivery of the Endwave Certificates have been converted pursuant to the Exchange Agent) and instructions for surrender of the Endwave Certificatesthis Consolidation Agreement. Upon the proper surrender by such holder of a certificate or certificates for shares of MSB Common Stock standing in such holder's name to the Exchange Agent of an Endwave Certificate (if any), together in accordance with such the instructions set forth in the letter of transmittal duly executedtransmittal, the Holder such holder shall be entitled to receive in exchange therefor (no later than five business days after a certificate representing the Exchange Agent’s receipt number of whole shares of IBC Common Stock into which the duly executed letter of transmittal shares represented by the certificate or certificates so surrendered shall have been converted and, if applicable, Endwave Certificate): (i) certificates evidencing that number of a check payable to such holder in the amount necessary to pay for any fractional shares of GigOptix IBC Common Stock issuable which such holder would otherwise have been entitled to such Holder receive, in accordance with this Article II; (iisubsection 4.1(c) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f)hereof, and such Endwave the MSB Common Stock Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing interest shall be payable with respect to either the whole shares of GigOptix IBC Common Stock will be issued to a Person who is not or the registered owner cash payable in lieu of a surrendered Endwave Certificate unless (i) fractional shares. Immediately after the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason third anniversary of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) the Exchange Agent shall be deemed deliver to represent, for all purposes other than payment IBC any unclaimed balance of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared owing with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.to

Exchange of Stock Certificates. Immediately following the Closing, Telecom and STM shall jointly submit to STM's registrar and transfer agent, U.S. Stock Transfer Corp., 1745 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (a) At or xxe "Exchange Agent"), an instruction letter including a list of the names, addresses and social security numbers/taxpayer identification numbers of each holder of shares of Telecom Stock outstanding immediately prior to the Effective TimeTime of the Merger who has delivered the certificate or certificates representing all Telecom Stock held by such Telecom Shareholder to STM and for which the holders thereof are not entitled to claim dissenters' rights under the Georgia Code. As soon as reasonably practicable following the Effective Time of the Merger, GigOptix STM shall enter cause the Exchange Agent to cause each such Telecom Shareholder to receive, in exchange for the Telecom Stock held by such Telecom Shareholder, a certificate or certificates representing the number of whole shares of STM Common Stock into an agreement with a bank or trust company selected which the shares of Telecom Stock so surrendered shall have been converted by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (less the “Exchange Agent”). (bshares of STM Common Stock which are to be held in escrow pursuant to Section 2.12 below) At or and the cash payment in lieu of a fractional share of STM Common Stock, if any, to which such Telecom Shareholder shall be entitled. Subject to any applicable escheat laws, until so surrendered and exchanged, each certificate which prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account Time of the Exchange Agent in trust Merger represented outstanding shares of Telecom Stock shall be deemed for all corporate purposes of STM, other than the benefit payment of dividends or other distributions, to evidence the ownership of the Holders number of Endwave whole shares of STM Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing Stock into which the shares of GigOptix Common Telecom Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, represented thereby shall have been converted and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment in lieu of dividendsa fractional share of STM Common Stock, the right to receive cash. No cash or stock dividend payable, no certificate representing split shares deliverable, and no other distribution payable or deliverable to holders of record of STM Common Stock at any time subsequent to the Effective Time of the Merger shall be paid or delivered to the Telecom Shareholder of any certificate which at the Effective Time of the Merger represented Telecom Stock unless and until such certificate is surrendered to STM. However, subject to any applicable escheat laws, upon such surrender there shall be paid or delivered to the initial holder of record of the certificate or certificates for STM Common Stock issued in exchange therefor, the amount of cash, a certificate representing the number of full shares of GigOptix STM Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend Stock, or the other property resulting from any such dividends, splits, or other distribution distributions, as the case may be, which shall be paid have therefore become payable or declared deliverable with respect to GigOptix STM Common Stock prior subsequent to the Effective TimeTime of the Merger. No dividend or other distribution declared interest shall be payable with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount payment or delivery of dividends or other distributions, excluding interest, declared with a record date after distributions upon the surrender of certificates which represented Telecom Stock at the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeMerger. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior the Closing, the Stockholders shall deliver the certificates representing all issued and outstanding shares of DCS Common Stock, duly endorsed in blank with signature guaranteed, in exchange for the certificates representing shares of Datalink Common Stock required to effect the exchange referred to in Section 3.1 (based upon the Valuation Price computed pursuant to Section 3.2) and the cash payments referred to in Section 4. Shares of Datalink Common Stock into which shares of DCS Common Stock shall be converted in the Merger shall be deemed to have been issued at the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, From and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder holder of a letter of transmittal in customary form (certificate which shall specify that delivery shall be effected, and risk of loss and title immediately prior to the Endwave Certificates shall passEffective Time represented outstanding shares of DCS Common Stock, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after therefor, upon surrender thereof to Datalink, a certificate or certificates representing the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Datalink Common Stock issuable as computed by Sections 3.1 and 3.2 (to such Holder in accordance with this Article II; (iibe later adjusted by Section 3.3) any dividends or other distributions that such Holder has the right to receive and cash pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled4. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from From and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) Datalink shall be deemed entitled to represent, treat the certificates which immediately prior to the Effective Time represented shares of DCS Common Stock and which have not yet been surrendered for all purposes other than payment exchange as evidencing the ownership of dividends, the right to receive a certificate representing the number of full shares of GigOptix Datalink Common Stock as determined in accordance with this Article II and cash in lieu into which the shares of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix DCS Common Stock represented by such certificates shall have been converted pursuant to Section 3.1, notwithstanding the failure to surrender such certificates. However, notwithstanding any other provision of this Agreement, until holders or transferees of certificates which immediately prior to the Effective Time. No dividend or other distribution declared Time represented shares of DCS Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to GigOptix Common Stock with any shares represented by such certificates and no cash payments pursuant to Section 4 shall be made. Upon surrender of a record date after certificate which immediately prior to the Effective Time will be paid to Holders represented outstanding shares of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave CertificatesDCS Common Stock, there shall be paid to the holder of such Holders, promptly after such surrender, certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Datalink Common Stock represented by the certificate or certificates issued upon such surrender. If any certificate for shares of Datalink Common Stock is to be issued in a name other distributionsthan that in which the certificate, excluding interest, declared with a record date after which immediately prior to the Effective Time and not paid because represented shares of DCS Common Stock, surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the failure to surrender Endwave Certificates issuance of certificates for exchangesuch shares of Datalink Common Stock in a name other than that of the registered holder of any such certificate surrendered. (ec) Notwithstanding anything any other provision of this Agreement or the Plan of Merger, and in order to avoid the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor issuance of any party hereto shall be liable to any Holder certificates for fractional shares of GigOptix Datalink Common Stock, Datalink shall issue a full share of its Common Stock or cash in lieu of any such fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawshare.

Exchange of Stock Certificates. Company Common Stock certificates (or evidence of shares in book entry form) shall be exchanged for certificates (or evidence of shares in book entry form) evidencing the Parent Stock Consideration and the Cash Consideration in accordance with the following procedures: (a) Parent shall appoint Computershare Investor Services, LLC, as the Person to act as exchange agent under this Agreement (the “Exchange Agent”) and who shall serve pursuant to an agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”) that is approved by the Company. The Company’s approval of the Exchange Agent Agreement shall not be unreasonably withheld or delayed. At or prior to the Effective Time, GigOptix Parent shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable deliver to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Common StockCompany Shares, for exchange pursuant to this Section 2.04 (i) certificates (oror evidence of shares in book entry form) representing, at the Holder’s requestas nearly as practicable, direct registration) evidencing the an aggregate number of shares of GigOptix Parent Common Stock issuable pursuant equal to Section 2.01 the number of shares to be exchanged for outstanding shares of Endwave converted into Parent Common Stock, Stock and (ii) an amount in cash in an aggregate amount sufficient equal to make the payments in lieu Cash Consideration to be paid to holders of fractional shares provided for in Section 2.01(f)Company Shares to be converted into the right to receive the Cash Consideration. (cb) Promptly (and in no event more than five business days) As promptly as practicable after the Effective Time, GigOptix shall mail or Parent shall cause the Exchange Agent to be mailed mail to each Holder holder of record of Company Common Stock a form of letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a certificate, the surrender of such certificate for cancellation to the Exchange Agent, or (ii) and instructions for surrender in the case of shares of Company Common Stock held in book-entry form, the Endwave Certificates. Upon surrender to receipt of an “agent’s message” by the Exchange Agent of an Endwave Certificate (if any)Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executedother documents as may reasonably be required by the Exchange Agent, the Holder holder of such shares shall be entitled to receive in exchange therefor (no later than five business days after and the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): Agent shall deliver) (i) certificates evidencing that (or electronic equivalents) representing the number of shares of GigOptix Parent Common Stock issuable to into which such Holder Company Shares shall have been converted in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, Merger and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish a bank check for an amount equal to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing Cash Consideration multiplied by the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f)Company Shares to be converted. (dc) No dividend dividends or other distribution shall be paid or declared distributions that have been declared, if any, with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Parent Common Stock with a record date after the Effective Time will be paid to Holders Persons entitled to receive certificates (or electronic equivalents) for shares of unsurrendered Endwave Certificates Parent Common Stock until such Holders Persons surrender their Endwave Certificatescertificates (or electronic equivalents) for Company Shares in accordance with the procedure described in Section 3.2(b), at which time all such dividends and distributions shall be paid. Upon In no event shall the surrender Persons entitled to receive such dividends be entitled to receive interest on such dividends. If any certificate (or electronic equivalents) for such Parent Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of such Endwave Certificates, there exchange that the certificate so surrendered shall be paid endorsed or shall otherwise be in proper form for transfer, and that the Person requesting such exchange shall pay to such Holders, promptly after such surrender, the amount of dividends Exchange Agent any transfer taxes or other distributions, excluding interest, declared with taxes required by reason of issuance in a record date after name other than the Effective Time and not paid because registered holder of the failure to surrender Endwave Certificates for exchange. certificate (eor electronic equivalent) Notwithstanding anything surrendered, or shall establish to the contrary in this Agreementsatisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent, GigOptix, the Surviving Corporation Agent nor any party hereto shall be liable to a holder of Company Shares for any Holder for shares of GigOptix Parent Common Stock or cash in lieu of fractional shares dividends thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) In no event shall the holder of any such surrendered certificates (or electronic equivalents) be entitled to receive interest on any of the Cash Consideration to be received in the Merger except as set forth in any agreement between Parent and the Exchange Agent. If such check is to be issued in the name of a Person other than the Person in whose name the certificates (or electronic equivalents) surrendered for exchange therefor are registered, it shall be a condition of the exchange that the certificate so surrendered shall be endorsed or shall otherwise be in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a Person other than the registered holder of the certificates (or electronic equivalents) surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Any funds deposited with the Exchange Agent (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article III shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article III, in each case without any interest thereon. The Parent or the Exchange Agent shall be authorized to pay the Merger Consideration to any holder of Company Common Stock whose certificate has been lost or destroyed, upon receipt of appropriate indemnification and satisfactory evidence of ownership of the shares of Company Common Stock represented thereby. (f) None of Parent, the Company, Newco or the Exchange Agent shall be liable to any Person in respect of any portion of the funds deposited with the Exchange Agent delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of such funds which remains undistributed to the holders of certificates of Company Common Stock for two years after the Effective Time (or immediately prior to such earlier date on which the funds would otherwise escheat to, or become the property of, any Government Entity), shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Exchange Agent shall invest any cash in the funds deposited with the Exchange Agent as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix Buyer shall enter into an agreement with a bank or trust company selected by GigOptix Buyer and reasonably acceptable to Endwave Seller to act as the exchange agent for the Merger (the “Exchange Agent”"EXCHANGE AGENT"). (b) At or prior to the Effective Time, GigOptix Buyer shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Seller Common Stock, for exchange pursuant to this Section 2.04 2.3 (i) certificates the Buyer Certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix Buyer Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave Seller Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Buyer shall mail or shall cause to be mailed to each Holder (as defined below) a letter of transmittal in customary form and reasonably acceptable to the Seller (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Seller Certificates shall pass, only upon proper delivery of the Endwave Seller Certificates to the Exchange Agent) and instructions for surrender of the Endwave Seller Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Seller Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix Buyer Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave Seller Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Buyer Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Seller Certificate unless (i) the Endwave Seller Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.3, from and after the Effective Time, each Endwave Seller Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Buyer Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f2.1(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock . For purposes of this Agreement, "SELLER CERTIFICATE" means a certificate which immediately prior to the Effective Time. No dividend Time represented shares of Seller Common Stock, and "HOLDER" means a person who holds one or other distribution declared with respect to GigOptix Common Stock with a record date after more Seller Certificates as of the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeTime. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. Certificates underlying shares of First Harrisburg Common Stock shall be exchanged for the Merger Consideration in accordance with the following procedures: (ai) The transfer agent of Xxxxxx shall act as agent (the "Exchange Agent") in effecting and receiving, promptly after the Effective Date, the exchange of stock certificates (the "Certificates"), which Certificates, immediately prior to the Effective Date, represented outstanding shares of First Harrisburg Common Stock (other than those shares excluded by Section 1(c) hereof), in exchange for the Merger Consideration. Upon surrender of a Certificate for exchange and cancellation together with a letter of transmittal (as described below) duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and the Exchange Agent shall pay to such holder, the Merger Consideration multiplied by the number of shares of First Harrisburg Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. (ii) At the Effective Date and until so surrendered and exchanged, each such Certificate shall represent solely the right to receive the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing shares of First Harrisburg Common Stock surrendered and exchanged therefor is registered, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such exchange shall pay for the Exchange Agent any transfer or other taxes required by reason of the payment of such cash to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of First Harrisburg Common Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. (iii) At or prior to the Effective TimeDate, GigOptix Xxxxxx Acquisition shall enter into an agreement deposit in trust with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient equal to the product of (i) the number of shares of First Harrisburg Common Stock (other than any shares held by First Harrisburg as treasury stock, by any direct or indirect subsidiary of First Harrisburg (other than shares held pursuant to the Deferred Compensation Trust Agreement dated October 16, 1992, between First Federal and an independent trustee, as amended) or by Xxxxxx or its parent or subsidiaries in other than a fiduciary capacity, or any shares known at the Effective Date to be Dissenting Shares) and (ii) the Merger Consideration (the "Payment Fund"); provided, however, that in no such event shall the number of Eligible Shares entitled to the Merger Consideration exceed 2,768,411 shares or the Aggregate Merger Consideration exceed $40,889,430. (iv) The Exchange Agent shall, pursuant to irrevocable instructions by Xxxxxx, make the payments in lieu of fractional shares provided for referred to in Section 2.01(f1(f) hereof out of the Payment Fund. The Payment Fund shall not be used for any purpose except as provided herein. If any First Harrisburg shareholders who initially exercised dissenters' rights lose the right to dissent because of a failure to comply with the Business Corporation Law subsequent to the Effective Date, Xxxxxx shall promptly deposit additional cash in the Payment Fund in an amount equal to the product of the number of Dissenting Shares held by such First Harrisburg shareholders multiplied by the Merger Consideration. Promptly following the date which is two years after the Effective Date, the Exchange Agent shall return to Xxxxxx all cash, Certificates and other instruments then in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate entitled to receive therefor Merger Consideration at the Effective Date may surrender such Certificate to Xxxxxx and (subject to applicable abandoned property, escheat and similar laws), receive in exchange therefor the Merger Consideration, without interest, and shall have no greater rights against Xxxxxx or Xxxxxx Acquisition than may be accorded to general creditors of Xxxxxx under applicable law. Xxxxxx shall have no liability to First Harrisburg shareholders for compliance with applicable abandoned property, escheat and similar laws. (cv) Promptly (and in no event more than Within five business days) days after the Effective TimeDate, GigOptix the Exchange Agent shall mail or shall cause to be mailed to each Holder record holder of Certificates in a form reasonably satisfactory to Xxxxxx Acquisition and First Harrisburg a letter of transmittal and instructions for use in customary form (which surrendering such Certificates and receiving the Merger Consideration therefor. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (dvi) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to After the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave CertificatesDate, there shall be paid to such Holders, promptly after such surrender, no transfers on the amount stock transfer books of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeFirst Harrisburg. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix Buyer shall enter into an agreement with a bank or trust company selected by GigOptix Buyer and reasonably acceptable to Endwave Seller to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix Buyer shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Seller Common Stock, for exchange pursuant to this Section 2.04 2.3 (i) certificates the Buyer Certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix Buyer Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave Seller Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Buyer shall mail or shall cause to be mailed to each Holder (as defined below) a letter of transmittal in customary form and reasonably acceptable to the Seller (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Seller Certificates shall pass, only upon proper delivery of the Endwave Seller Certificates to the Exchange Agent) and instructions for surrender of the Endwave Seller Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Seller Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix Buyer Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave Seller Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Buyer Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Seller Certificate unless (i) the Endwave Seller Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.3, from and after the Effective Time, each Endwave Seller Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Buyer Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f2.1(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock . For purposes of this Agreement, “Seller Certificate” means a certificate which immediately prior to the Effective Time. No dividend Time represented shares of Seller Common Stock, and “Holder” means a person who holds one or other distribution declared with respect to GigOptix Common Stock with a record date after more Seller Certificates as of the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangeTime. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior Prior to the Effective Time, GigOptix Angiotech shall enter into an agreement with a bank or trust company selected by GigOptix Angiotech and reasonably acceptable to Endwave Cohesion to act as the exchange agent for the Merger (the “Exchange Agent”"EXCHANGE AGENT"). (b) At or prior to the Effective Time, GigOptix Angiotech shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Cohesion Common Stock, for exchange pursuant to this Section 2.04 2.3: (i) certificates (or, at the Holder’s request, direct registrationbook entry) evidencing the shares of GigOptix Angiotech Common Stock issuable pursuant to Section 2.01 2.1 to be exchanged for outstanding shares of Endwave Cohesion Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.1(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Angiotech shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Cohesion Certificates shall pass, only upon proper delivery of the Endwave Cohesion Certificates to the Exchange Agent) and instructions for surrender of the Endwave Cohesion Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Cohesion Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates evidencing that number of shares of GigOptix Angiotech Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.1(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.Cohesion

Exchange of Stock Certificates. Immediately after the Effective ------------------------------- Time, the Surviving Corporation shall (ai) At or deliver to the record holder of the certificates which immediately prior to the Effective TimeTime represented all the outstanding shares of MergerSub Common Shares that were converted into the right to receive shares of Common Stock in accordance with Section 2.2(e), GigOptix shall enter into an agreement with a bank or trust company selected in exchange for such certificates, duly endorsed in blank, share certificates, registered in the name of such record holder, representing the number of shares of Common Stock to which such record holder is so entitled by GigOptix and reasonably acceptable virtue of Section 2.2(e), (ii) deliver to Endwave to act as the exchange agent for record holder of the Merger (the “Exchange Agent”). (b) At or certificates which immediately prior to the Effective Time, GigOptix shall supply or cause Time represented all the outstanding MergerSub Series A Preferred Shares that were converted into the right to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the receive shares of GigOptix Common New Series A Preferred Stock issuable pursuant to in accordance with Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any2.2(f), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after for such certificates, duly endorsed in blank, share certificates, registered in the Exchange Agent’s receipt name of such record holder, representing the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common New Series A Preferred Stock issuable to which such Holder in accordance with this Article II; record holder is so entitled by virtue of Section 2.2(f), and (iiiii) any dividends or other distributions deliver to the record holder of the certificates which immediately prior to the Effective Time represented all the outstanding MergerSub Series B Preferred Shares that such Holder has were converted into the right to receive pursuant to shares of New Series B Preferred Stock in accordance with Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.2(g), and in exchange for such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate certificates, duly endorsed in blank, share certificates, registered in the name of such record holder, representing the number of shares of GigOptix Common New Series B Preferred Stock to which such record holder is so entitled by virtue of Section 2.2(g). Such certificate will be issued to bear a Person who is not legend restricting the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason transferability of such issuance or (B) establish shares to the reasonable satisfaction extent contemplated by the form of stockholders agreement attached as an exhibit to the Voting Agreement, which restrictions include restrictions designed to assure the Surviving Corporation that such tax has been paid these shares will not be offered or is not applicable. Until surrendered sold in accordance with the provisions contravention of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f)any federal or state securities laws. (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. Certificates (or evidence of shares in book entry form) for shares of Company Common Stock shall be exchanged for certificates (or evidence of shares in book entry form) evidencing the Parent Stock Consideration and for the Cash Consideration in accordance with the following procedures: (a) Parent shall appoint an agent reasonably acceptable to the Company to act as exchange agent under this Agreement (the “Exchange Agent”) and who shall serve pursuant to an agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”). At or prior to the Effective Time, GigOptix Parent shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable deliver to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Company Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (oror evidence of shares in book entry form) representing, at as nearly as practicable, the Holder’s request, direct registration) evidencing the number of shares of GigOptix Parent Common Stock issuable pursuant to Section 2.01 into which all shares of Company Common Stock are to be exchanged for outstanding converted in the Merger, (ii) an amount in cash equal to the Cash Consideration multiplied by the number of shares of Endwave Company Common StockStock to be converted in the Merger, and (iiiii) cash in unless the Company has already paid such amount to its transfer agent for distribution to shareholders, an aggregate amount sufficient equal to make the payments in lieu of fractional shares provided any Final Quarterly Dividend and/or any Final Interim Dividend for in which Parent is responsible under Section 2.01(f)6.10. (cb) Promptly (and in no event more than five business days) As promptly as practicable after the Effective Time, GigOptix shall mail or Parent shall cause the Exchange Agent to be mailed mail to each Holder holder of record of Company Common Stock a form of letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates certificates shall pass, only upon proper delivery of the Endwave Certificates certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify, subject to the Company’s reasonable approval), together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a certificate, the surrender of such certificate for cancellation to the Exchange Agent, or (ii) and instructions for surrender in the case of shares of Company Common Stock held in book-entry form, the Endwave Certificates. Upon surrender to receipt of an “agent’s message” by the Exchange Agent of an Endwave Certificate (if any)Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executedother documents as may reasonably be required by the Exchange Agent, the Holder holder of such shares shall be entitled to receive in exchange therefor (no later than five business days after and the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): Agent shall deliver) (iA) certificates evidencing that (or electronic equivalents) representing the number of shares of GigOptix Parent Common Stock issuable to into which such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Company Common Stock will be issued to a Person who is not shall have been converted in the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transferMerger, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish a bank check for an amount equal to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.04, from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing Cash Consideration multiplied by the number of full shares of GigOptix Company Common Stock as determined in accordance with this Article II and to be converted plus any cash due in lieu of fractional shares as provided in pursuant to Section 2.01(f3.1(a)(iii). (dc) No dividend dividends or other distribution shall be paid or declared distributions that have been declared, if any, with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Parent Common Stock with a record date after the Effective Time will be paid to Holders Persons entitled to receive certificates (or electronic equivalents) for shares of unsurrendered Endwave Certificates Parent Common Stock until such Holders Persons surrender their Endwave Certificates. Upon certificates (or electronic equivalents) for Company Common Stock in accordance with the surrender of procedure described in Section 3.2(b), at which time all such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared and distributions with a record date after the Effective Time and not paid because shall be paid. In no event shall the Persons entitled to receive such dividends be entitled to receive interest on such dividends. (d) In no event shall the holder of any surrendered certificates (or evidence of shares in book entry form) be entitled to receive interest on any of the failure Cash Consideration to surrender Endwave Certificates for exchangebe received in the Merger. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor If any party hereto shall be liable to any Holder certificate (or electronic equivalents) for shares of GigOptix such Parent Common Stock or check for the Cash Consideration is to be issued in the name of a Person other than the Person in whose name the certificates (or electronic equivalents) surrendered for exchange therefor are registered, it shall be a condition of the exchange that the certificate so surrendered shall be endorsed or shall otherwise be in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a Person other than the registered holder of the certificates (or electronic equivalents) surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (f) Any funds deposited with the Exchange Agent (including any interest received with respect thereto) that remains undistributed to the holders of Company Common Stock for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article III shall thereafter look only to Parent for payment of its claim for Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions to which such holder is entitled pursuant to this Article III, in each case without any interest thereon. (g) If any certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond, in such amount as Parent or the Exchange Agent may reasonably direct, as indemnity against any claim that may be made against it with respect to such certificate, Parent shall direct the Exchange Agent to issue, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such certificate, as contemplated by this Article III. (h) None of the Company, Parent, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund, in each case, delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Any Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interests of any person previously entitled thereto. (i) The Exchange Agent shall invest any of the funds deposited with the Exchange Agent as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent. (j) Except for (i) the right to surrender of the certificate(s) (or evidence of shares in book entry form) representing the Company Common Stock in exchange for the right to receive the Merger Consideration with respect to each share of Company Common Stock and any cash in lieu of fractional shares of Parent Common Stock, and (ii) the right to receive the dividends as required by Section 6.10, at and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Effective Time and each holder of Company Common Stock shall cease to have any rights as a shareholder of the Company, and no transfer of Company Common Stock shall thereafter be made on the stock transfer books of the Surviving Corporation.

Exchange of Stock Certificates. Company Common Stock certificates (or evidence of shares in book entry form) shall be exchanged for the Merger Consideration, in accordance with the following procedures: (a) Parent shall appoint Registrar and Transfer Company, as the Person to act as exchange agent under this Agreement (the “Exchange Agent”) and which shall serve pursuant to an agreement among Parent and the Exchange Agent that is approved by the Company, which approval shall not be unreasonably withheld or delayed. At or prior to the Effective Time, GigOptix Parent shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable deliver to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common StockCompany Shareholders, for exchange pursuant to this Section 2.04 (i) certificates (or, at or evidence of shares in book entry form) representing the Holder’s request, direct registration) evidencing the aggregate number of shares of GigOptix Parent Common Stock issuable pursuant to Section 2.01 (collectively, the “Parent Stock”) to be exchanged for outstanding shares of Endwave Common Stock, delivered to the Company Shareholders in the Merger and (ii) an amount in cash equal to the aggregate Cash Consideration to be paid to Company Shareholders in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f)Merger. (cb) Promptly (and in no event more than five business days) As promptly as practicable after the Effective Time, GigOptix shall mail or Parent shall cause the Exchange Agent to be mailed mail to each Holder holder of record of Company Common Stock a form of letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates certificates shall pass, only upon proper delivery of the Endwave Certificates certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a certificate, the surrender of such certificate for cancellation to the Exchange Agent, or (ii) and instructions for surrender in the case of shares of Company Common Stock held in book-entry form, the Endwave Certificates. Upon surrender to receipt of an “agent’s message” by the Exchange Agent of an Endwave Certificate (if any)Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executedother documents as may reasonably be required by the Exchange Agent, the Holder holder of such shares shall be entitled to receive in exchange therefor (no later than five business days after and the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): Agent shall deliver) (iA) certificates evidencing that (or electronic equivalents) representing the number of shares of GigOptix Parent Stock into which such shares of Company Common Stock issuable to such Holder shall have been converted in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); Merger and (iiiB) cash a check for an amount equal to the Per Share Cash Consideration multiplied by the number of Company Shares to be converted. (c) If any certificate (or electronic equivalent) for such Parent Stock or check is to be issued in respect a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of fractional shares as provided in Section 2.01(f), and such Endwave Certificate exchange that the certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or shall otherwise is be in proper form for transfer, and (ii) that the Person requesting such Person exchange shall either (A) pay to the Exchange Agent any transfer taxes or other tax taxes required by reason of such issuance in a name other than the registered holder of the certificate (or (Belectronic equivalent) surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until . (d) In no event shall the holder of any such surrendered certificates (or electronic equivalents) be entitled to receive interest on any of the Cash Consideration to be received in accordance the Merger. (e) Any funds deposited with the provisions of this Section 2.04, from and Exchange Agent (including any interest received with respect thereto) that remains undistributed to the Company Shareholders for one year after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) Time shall be deemed delivered to representParent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Section 2.8 shall thereafter look only to Parent for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common Stock as determined in accordance with this Article II its claim for Merger Consideration and any cash in lieu of fractional shares, in each case without any interest thereon. Parent or the Exchange Agent shall be authorized to pay the Merger Consideration to any holder of Company Common Stock whose certificate has been lost or destroyed, upon receipt of appropriate indemnification and satisfactory evidence of ownership of the shares as provided in Section 2.01(f)of Company Common Stock represented thereby. (df) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders None of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrenderParent, the amount of dividends or other distributionsCompany, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, Agent or the Surviving Corporation nor any party hereto shall be liable to any Holder for shares Person in respect of GigOptix Common Stock or cash in lieu any portion of fractional shares the funds deposited with the Exchange Agent delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. Any portion of such funds which remains undistributed to the holders of certificates of Company Common Stock for two years after the Effective Time (or immediately prior to such earlier date on which the funds would otherwise escheat to, or become the property of, any Governmental Entity), shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (g) Exchange Agent shall invest any cash in the funds deposited with the Exchange Agent as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent. No investment losses resulting from such investments shall diminish the rights of any holder of Company Common Stock to receive the Merger Consideration.

Exchange of Stock Certificates. (a) At or prior As soon as practicable after the Closing Date, each OBI Shareholder shall surrender for cancellation to UNIFAB the Effective Timecertificates representing all shares of OBI Common Stock held by him, GigOptix shall enter into an agreement together with a bank or trust company selected by GigOptix duly executed stock powers in form and reasonably acceptable substance satisfactory to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”). (b) At or prior to the Effective TimeUNIFAB. Upon such surrender, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates UNIFAB will (or, at A) issue to such OBI Shareholder a certificate representing the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that whole number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions Merger Closing Shares that such Holder OBI Shareholder has the right to receive pursuant to the provisions of Section 2.04(d); 2.3(b)(i) and (iiiB) cash hold such OBI Shareholder's Merger Escrow Shares in respect escrow subject to the provisions of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, Article 11 and (ii) such Person the certificates representing shares of OBI Common Stock so surrendered will forthwith be canceled. (b) At the Closing, the Surviving Entity shall either deliver to UNIFAB a stock certificate (Aissued in the name of UNIFAB and dated as of the Effective Date) pay any transfer or other tax required by reason representing 1,000 shares of such issuance or (B) establish to the reasonable satisfaction common stock of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with Entity (the provisions of this Section 2.04"Surviving Entity Certificate"), from and after the Effective Time, each Endwave Certificate (except an Endwave Certificate representing Dissenting Shares) which UNIFAB shall be deemed entitled to represent, exchange for all purposes other than payment of dividends, the right to receive a certificate representing the number of full its shares of GigOptix Common Stock as determined in accordance with this Article II and cash in lieu Sub that will be converted into shares of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Common Stock with a record date after Surviving Entity at the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificatesin the manner described in Section 2.3(a)(iii). Upon At the surrender of such Endwave CertificatesClosing, there UNIFAB shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, substitute the Surviving Corporation nor any party hereto shall be liable to any Holder Entity Certificate for its certificate representing all the issued and outstanding shares of Sub, which certificate for shares of GigOptix Common Stock or cash Sub shall be marked "canceled" and entered in lieu the stock records of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawSub.

Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix Parent shall enter into an agreement with a bank or trust company selected by GigOptix Parent and reasonably acceptable to Endwave Company to act as the exchange agent for the Merger Consideration (the “Exchange Agent”). (b) At or prior to the Effective Time, GigOptix Parent shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave Common Company Capital Stock, for exchange pursuant to this Section 2.04 2.3(b), (i) certificates the Parent Certificates (or, at the Holder’s request, or direct registration) evidencing the shares of GigOptix Parent Common Stock issuable pursuant to Section 2.01 2.2 to be exchanged for outstanding shares of Endwave Common Company Capital Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f2.2(f), and (iii) the Cash Consideration. (c) Promptly after the Effective Time (and in no event more later than five business days) days after the Effective Time), GigOptix Parent shall mail or shall cause to be mailed to each Holder (as defined below) a letter of transmittal (the “Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title reasonably acceptable to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) Company and instructions for surrender of the Endwave Company Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Company Certificate, together with such letter Letter of transmittal Transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefor: (i) certificates (or confirmation of direct registration) evidencing that number of shares of GigOptix Parent Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d2.3(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f2.2(f); and (iv) the Cash Consideration payable to such Holder in accordance with Section 2.2, and such Endwave Company Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Parent Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Company Certificate unless (i) the Endwave Company Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.3, from and after the Effective Time, each Endwave Company Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividendspurposes, the right to receive a certificate representing the number of full shares of GigOptix Parent Common Stock as determined in accordance with this Article II and II, cash in lieu of fractional shares as provided in Section 2.01(f)2.2(f) and the applicable cash component of the Merger Consideration. (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Parent Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Company Certificates until such Holders properly surrender their Endwave Company Certificates. Upon the surrender of such Endwave Company Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Company Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptixParent, the Surviving Corporation nor any party hereto shall be liable to any Holder holder of shares of Company Capital Stock for shares of GigOptix Parent Common Stock Stock, dividends or distributions thereon, cash in lieu of fractional shares or any Cash Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to Promptly after the Effective Time, GigOptix Buyer shall enter into an agreement with a bank or trust company selected by GigOptix Buyer and reasonably acceptable to Endwave the Company to act as the exchange agent for the Merger (the “"Exchange Agent”"). (b) At or prior to Promptly after the Effective Time, GigOptix Buyer shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders holders of Endwave the Company Common Stock, for exchange pursuant to this Section 2.04 3.3, (i) certificates (or, at the Holder’s 's request, direct registration) evidencing the shares of GigOptix Buyer Common Stock issuable pursuant to Section 2.01 3.1 to be exchanged for outstanding shares of Endwave the Company Common Stock, Stock and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f3.1(e). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix Buyer shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form and reasonably acceptable to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Company Certificates shall pass, only upon proper delivery of the Endwave Company Certificates to the Exchange Agent) and instructions for surrender of the Endwave Company Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any)a Company Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefore: (i) certificates evidencing that number of shares of GigOptix Buyer Common Stock issuable to such Holder in accordance with this Article II; III, (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d3.3(d); , and (iii) cash in respect of fractional shares as provided in Section 2.01(f3.1(e), and such Endwave Company Certificate so surrendered shall forthwith be cancelledcanceled. No certificate representing shares of GigOptix Buyer Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Company Certificate unless (i) the Endwave Company Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation Buyer that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.043.3, from and after the Effective Time, each Endwave Company Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Buyer Common Stock as determined in accordance with this Article II III, and cash in lieu of fractional shares as provided in Section 2.01(f3.1(e). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to the Effective Time. No dividend or other distribution declared with respect to GigOptix Buyer Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Company Certificates until such Holders surrender their Endwave Company Certificates. Upon the surrender of such Endwave Company Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave the Company Certificates for exchange. (e) Notwithstanding anything to the contrary in this Agreement, neither none of the Exchange Agent, GigOptixBuyer, the Surviving Corporation nor any party hereto Merger Sub or Company shall be liable to any Holder holder of shares of Company Common Stock for shares of GigOptix Buyer Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Stock Certificates. (a) At or prior to From and after the Effective Time, GigOptix there shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as be no transfers of stock on the exchange agent for the Merger (the “Exchange Agent”)stock transfer books of DYM. (b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f). (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix HPL shall mail or shall cause to be mailed to each Holder DYM Stockholder a letter of transmittal in customary form (which shall specify that delivery shall be effected, effected and risk of loss and title to the Endwave Certificates certificates representing DYM Stock (the "DYM Certificates") shall pass, only upon proper delivery of the Endwave DYM Certificates to the Exchange AgentHPL) and instructions for surrender of the Endwave DYM Certificates. Upon surrender to the Exchange Agent HPL of an Endwave Certificate (if any)a DYM Certificate, together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): therefore: (i) certificates evidencing HPL Stock Certificates representing that number portion of shares of GigOptix Common the Adjusted Stock Consideration issuable to such Holder in accordance with this Article IIDYM Stockholder; (ii) any dividends or other distributions cash representing that portion of the Adjusted Cash Consideration payable to such Holder has the right to receive pursuant to Section 2.04(d)DYM Stockholder; and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled2.6. No certificate representing shares of GigOptix Common Stock Merger Consideration will be issued paid to a Person any person who is not the registered owner of a surrendered Endwave Certificate DYM Certificate, unless (i) the Endwave DYM Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, transfer and (ii) such Person person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.5, from and after the Effective Time, each Endwave DYM Certificate (except an Endwave Certificate representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing portion of the number of full shares of GigOptix Common Stock Merger Consideration as determined in accordance with this Article II and cash in lieu of fractional shares as provided in Section 2.01(f). (d) No dividend or other distribution shall be paid or declared with respect to GigOptix Common Stock prior to II. If, after the Effective Time. No dividend or other distribution declared with respect , DYM Certificates are presented to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave CertificatesHPL, there they shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time cancelled and not paid because exchanged for that portion of the failure to surrender Endwave Certificates for exchange. (eMerger Consideration represented by such certificate(s) as determined in accordance with this Article II. Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptixHPL, the Surviving Corporation Corporation, nor any party hereto shall be liable to any Holder DYM Stockholder for shares of GigOptix Common HPL Stock or and/or cash in lieu of fractional shares required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable law. (c) In the event that any DYM Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the registered stockholder claiming such certificate to be lost, stolen or destroyed, HPL will issue or cause to be issued certificates representing shares of HPL Stock in exchange for such lost, stolen or destroyed certificate in accordance with this Article II. When authorizing such issuance in exchange therefor, HPL may, in its discretion and as a condition precedent to the issuance thereof, require such stockholder to give HPL a bond in such amount as it may reasonably direct as indemnity against any claims that may be made against HPL with respect to the certificate alleged to have been lost, stolen or destroyed. (d) No dividends that are declared on shares of HPL Stock after the Effective Time (if any) will be paid to any person entitled to receive certificates representing shares of HPL Stock until such person surrenders their certificate representing DYM Stock to HPL. Upon such surrender, there shall be paid to the person in whose name the certificates representing such shares of HPL Stock shall be issued any dividends that have become payable with respect to such shares of HPL Stock between the Effective Time and the time of such surrender. The person entitled to receive such dividends shall not be entitled to receive interest on such dividends.

Exchange of Stock Certificates. (a) At or prior to From and after the Effective Time, GigOptix there shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as be no transfers of stock on the exchange agent for the Merger (the “Exchange Agent”)stock transfer books of BOS. (b) At or prior Closing, the BOS stockholder(s), meaning the registered owners of BOS Stock, shall surrender to RSI certificate(s) representing all of the issued and outstanding shares of BOS Stock (the "BOS Certificates") , and RSI shall deliver and pay to the Effective TimeBOS stockholders, GigOptix shall supply or cause the Merger Consideration due with respect to be supplied to or for the number of shares of BOS Stock represented by the certificates surrendered by the respective BOS stockholder(s) in the form of: (i) A check in the amount of the proportion of the Cash Consideration due, drawn on the account of RSI and made payable to the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and BOS Stockholder; (ii) cash in an aggregate amount sufficient to make An RSI stock certificate representing the payments in lieu proportion of fractional shares provided for in Section 2.01(f)the Base Stock Consideration due; and (iii) A second RSI stock certificate representing the proportion of the Contingent Stock Consideration due. (c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock Merger Consideration will be issued paid to a Person any person who is not the registered owner of a surrendered Endwave Certificate BOS Certificate, unless (i) the Endwave BOS Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, transfer and (ii) such Person person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with . (d) In the provisions event that any BOS Certificate shall have been lost, stolen or destroyed, upon the making of this Section 2.04an affidavit of that fact by the registered stockholder claiming such certificate to be lost, from and after the Effective Timestolen or destroyed, each Endwave Certificate (except an Endwave Certificate RSI will issue or cause to be issued certificates representing Dissenting Shares) shall be deemed to represent, for all purposes other than payment of dividends, the right to receive a certificate representing the number of full shares of GigOptix Common RSI Stock as determined in exchange for such lost, stolen or destroyed certificate in accordance with this Article II II. When authorizing such issuance in exchange therefore, RSI may, in its discretion and cash as a condition precedent to the issuance thereof, require such stockholder to give RSI a bond in lieu of fractional shares such amount as provided in Section 2.01(f). (d) No dividend or other distribution shall it may reasonably direct as indemnity against any claims that may be paid or declared made against RSI with respect to GigOptix Common Stock prior the certificate alleged to the Effective Time. No dividend have been lost, stolen or other distribution declared with respect to GigOptix Common Stock with a record date after the Effective Time will be paid to Holders of unsurrendered Endwave Certificates until such Holders surrender their Endwave Certificates. Upon the surrender of such Endwave Certificates, there shall be paid to such Holders, promptly after such surrender, the amount of dividends or other distributions, excluding interest, declared with a record date after the Effective Time and not paid because of the failure to surrender Endwave Certificates for exchangedestroyed. (e) Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, GigOptix, the Surviving Corporation nor any party hereto shall be liable to any Holder for shares of GigOptix Common Stock or cash in lieu of fractional shares delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.